Learning the hard way
by Cush On FanFiction.net
Summary: Akeno challenges Rias to see who's the hotter woman. She may start off tough, but doesn't stay like that for long!
1. Chapter 1

_**Before you read this, I wanted to give a thank you to 'crazyg12' for their patience! He/she was the one who requested this lemon.**_

 _ **I'd also like to say that I hope I do a good job because I'm not a big DXD expert.**_

 _ **I don't own Highschool DXD**_

Everyone was in a living room laughing. Issei stood on a table dancing around. His shirt was completely unbuttoned with a bottle of Pepsi in his hand.

"Nice dancing you stripper!" Yuuto mocked.

"Thanks, asshole!" Issei teased back.

"You guys are killing me!" Xenovia laughed while hugging her stomach.

Issei then took his shirt off and swung it over his head. This forced Xenovia to spit out the soda she was drinking and fall to the ground laughing. He threw his shirt at Yuuto's face.

"Oh, you've asked for it!" He said while smirking.

He tackled Issei off the table. The two started wrestling.

"You guys are party animals! Koneko told.

"I don't think they cared," Xenovia said.

Rias watched the two play fight and smiled.

'You guys sure love being total goofs, huh?' She thought. 'But that's what I like about you'

After awhile, the team got together.

"We're gonna go see a movie and get dinner. Wanna come?" Gasper asked.

"Nah, I have paperwork to do," Rias said. "You guys have fun."

"I'm gonna stay here and help Rias," Akeno told. "You guys enjoy yourself!"

"Okay, see you!" Issei said.

They walked off to see a movie.

The two women went into an office. Lots of paper were found. Both their eyes turned completely white as a giant drop of sweat fell down their heads.

"Let's focus on more work from now on!" Akeno said.

"Agreed!" She replied.

Both wasted no time and got started. They zoomed through the work, but made sure it also looked good. Akeno was running across the room carrying papers. Rias' eyes scrolled through the sheets.

"Want some coffee?" Akeno asked.

"Yes please?!" Rias repiled.

The black haired woman ran out of the room and to the kitchen. After a few minutes, she returned with coffee.

"Thanks!" The devil said.

After almost two hours, both women feel onto charis exhausted.

"That should do for today," Rias sighed.

"Yeah," Akeno replied.

"Thanks a ton for helping," the redhead said.

Wanting to get things in a better mood, Akeno decide to change the topic.

"So, apart from all this stress, how what you been?" She asked.

"So so," She answered. "I love being with my friends and work is nearing completion, but there's been one thing that's been really bothering me."

"What's that?" Priestess of Thunder asked.

"It's my breasts," She replied. "I'm happy I have a good pair, but they're so god damn big!"

"Oh, you're complaining about that?!" Akeno mocked. "I happen to have the biggest boobs in our club, and I handle them just fine!"

Those words made Rias pop up and glare at her before asking,

"What was that?!"

"I said, my breasts are bigger than any girl's here!" Akeno reponsded.

The devil got up and stripped nude. Akeno was amazed at her figure. Smooth curves that would make anyone go wild. Flawless, soft skin all over her body. Very wide hips with a beautiful rear end. But that things that stood out most her her breasts! Amazing in both size and shape! One only was bigger than Rias' own head with magenta nipples.

"Not bad, but think you can handle this?!" She asked in a challenging tone.

The woman with jet black hair quickly stripped naked. Her figure was also a lovey sight. While her breasts and ass weren't as large as Rias'. They were still just as soft and well build. Her nipples were a bright pink.

"Come get me!" Rias smirked!

"You're on, sister!" Akeno replied.

The two women clashed at great speeds. They rubbed their breasts together before kissing. They both gave their asses a squeeze, forcing each other to moan within the kiss.

Rias used her larger breasts to pin Akeno against a nearby wall. They withdrew from their lips, leaving a trail of saliva attached mouths.

"You're a pretty good kisser," Rias complimented.

"Don't compliment me yet!" Akeno told with a evil smile.

She leaned down and sucked the redhead's left boob while fondling the other. Rias pulled her face into her chest while arching her upper back. She then leaned her head backwards.

After a few minutes, Rias pushed her away. She then leaned down and sucked the human hybrid's nipple. Akeno gasped, catching her breath. The devil pushed her more by biting her nipple. This forced Akeno to yelp in a mix of pain and pleasure.

Rias withdrew from her breasts after awhile to returned to eye view with her. The black haired woman placed one of her hands on Rias' massive cleavage. She then used the same hand to crawl down her slender body until she reached her womanhood. Akeno grasped the devil's lower area, making her moan. Rias soon did the same action. Both women started moaned very loud.

'It seems I've underestimated her,' The red haired woman thought. 'Guess they're no point in holding back anymore?'

She then slammed her lips onto her rival's. With her guard down, she held Akeno's arms above her head and placed one of her knee's between the fallen angel's legs. Akeno tired to fight back, but Rias' new strength was to much for her to handle. It also felt way better than before.

After a few minutes, Rias leaded her head to her ear and whispered, "Feels good being submissive huh?"

"I….I won't fall submissive to you!" She told trying to keep a strong face on.

"Well's see about that!" She smirked.

The devil spun Akeno around. She then got very close to her. Akeno flet Rias' breasts pressed on her back. She roughly fondled her breasts from behind. Akeno let out loud cries, which were pure music to Rias' hears. She then twisted her nipples while pulling them outwards.

"S-stop!" The black haired woman said with a massive blush on her face.

Rias couldn't help but smile at the poor girl's hulimated face. She forced her into a kiss. The redhead's tongue explore the insides of her mouth.

While still holding one boob. Rias used her free hand to reach for Akeno's crotch. She then held it hard.

"Quit it, Rias!" She whined.

She ignored Akeno and gave her ear a kiss.

"This is what you get for acting like you had a superior figure to me!" She said with an evil chuckled.

Rias' finger then entered her vagina. Akeno's eyes popped open from this action. The devil then pulled her nipple outwards very hard.

"I see, you like it," Rias whispered in a seductive voice.

She removed her finger, making Akeno upset. Akeno couldn't believe herself. A few minutes ago, she was acting all strong and tough, but now she felt so powerless.

"Do you want it?" She asked before licking her ear.

This feeling was so intoxicating for the Priestess of Thunder. She didn't want to fall submissive to Rias love rival, but she wanted more so bad! With a blush and tightly shut eyes, she quietly said, "I want it."

"I can't hear you," The devil said while teasing her nipple.

"I want it!" She announced, feeling so embarrassed after saying that.

"That's a good girl!" She complimented. "Now turn around."

She stepped back, allowing to her face her. Rias then leaned her head down so she was eye level with the other woman's breasts. The teacher began licking her nipple.

"R-Rias!" Akeno called while gasping for air!

Her cries to pure music to Rias. After her nipple hardened, she latched onto her it with her mouth and sucked.

"Please don't stop!" She begged.

Rias was proud of her great work at making Akeno submissive. After giving one breast a lot of attention, she moved to it's sister. The way she sucked the nipples without using her hand to add more pleasure and fantastic! So slow and soft, it was heavenly gift from a devil.

Many minutes have passed before Rias was complete. She stood up and rubbed her larger breasts against Akeno's. She smirked at how the brunette was still blushing and not even trying to fight back.

"You really are a slut, you know right?" She mocked her.

"Yes, I'm a dirty little slut!" Akeno confessed.

"It's nothing to be ashamed of," She told while brushing her hand through her hair. "It's just who you are."

Akeno looked away, trying to hide her blushy face. Rias leaned in a blew on her ear. She then pushed her onto the desk.

"Split 'em!" She told in a harsh tone.

Akeno did as she was told. The red haired women got on her knees and leaded in to her lower region. She started to lick Akeno's pussy, in a slow pace.

"Oh my god!" She cried.

Rias was god tier at anything sexual related. First her breasts, now her pussy. She licked up and down, making her feel amazed. Akeno bucked her hips, but Rias ignored it. She was so tempted to push the fallen angel more, but Rias didn't want to go all out yet.

"More!" She begged. "Give me more!"

Rias' tongue entered her vagina. Akeno started yelling as loud as she could. It was a good thing they were the only ones in the building, or it would bring attention. While licking her insides, Rias grabbed Akeno's hips.

"I feel it coming!" She called.

Rias knew that was her cue to reaching her limit. She leaned backwards, letting Akeno catch her breath.

She gently flipped the brunette over on her stomach. Rias leaded down and whispered in her ear, "I'll be right back."

She walked over to a cabinet. Rias opened it and brought out a strapon. The devil attached it before gently stroking it. She then made her way over to the fallen angel.

"R-Rias?" She asked not having much strength left.

Rias rubbed the fake dick between her ass cheeks. Akeno just laid there, wanting what was about to happen. She didn't care if she was gonna get hurt, as long as Rias was fucking her.

"You ready?" She asked.

Before she could respond, Rias pudge the long, thick dildo into her vagina. Akeno screamed in a mix of both joy and agony.

"I'm gonna fuck you until you love me!" Rias laughed menacingly.

She then started slamming into Akeno's pelvis. The submissive held the table garb while moaning. A moment ago this hurt like crazy, but now it feels amazing!

"Do you want me to fuck you harder?!" The devil mocked.

"YES!" She yelled in a begging tone! "Fuck me hard and show the little whore that I am!"

"Okay, you asked for it!" She laughed again.

Rias pounded into her harder and harder. She saw Akeno's ass jiggle with each hit taken. That didn't stop there! Rias leaded down and grabbed her large, heavy breasts before fondling them. She then licked her ear while still digging into her wet walls and teasing her exposed breasts.

This pleasure of being fucked was unbelievable. Akeno knew it would feel good, but never to this level! She felt like her entire body was gonna explode!

Not being able to contain herself anymore. Rias leaded up and pulled her arms backwards. She then thrusted into Akeno as hard and fast as she could!

"Have you learned your place?!" Rias asked in a domainit voice.

"YES!" Akeno yelled. "My place below Rias!"

"Good girl!" She complemented. "Feel free to cum where you want!"

And that's what happened. Akeno came, over the desk. Rias slowly pulled the strapon out. The black haired women laid on the desk. Despite all this action, Rias didn't cum yet.

"Stupid bitch!" She insulted! "Not making me cum! Or do you want more?!"

Akeno answered by shaking her ass.

"You really are a slut!" She chuckled. "Find, I'll give you what you want!"

She flipped her over so she was laying on her back. Rias poisoned the dildo near Akeno's womanhood. Akeno licked her lips while spreading her legs outwards. The devil rubbed the long strapon against her clit. She then plunged it into her wetness.

"AAAAAAAAAHHHHHHH!" Akeno yelled.

Rias grabbed her legs and slammed into her. Now with her nothing against her breasts. Akeno's boobs were free to bounce around. Akeno keep moaning with the thruts given to her.

"Harder Rias!" She begged.

Rias did as she was asked. The more speed and power put into the thrusts. The more her breasts pranced around.

"I've been treating you like a pile of shit, and you still want more?!" Rias asked. "Fine, punishing you if fun anyway!

The red haired women leaded down and rubbed her larger breasts against Akeno's, making both sets of boobs bounce together.

Akeno's lust grew stronger and stronger. She loved this feeling so much and didn't want it to end. Rias added more pleasure by kissing her. She kissed back while wrapping her arms around her neck. Akeno then wrapped her legs around Rias's hips. Both tongues battled in their mouths. Rias then has her nipples circle Akeno's.

"I'M GONNA CUM!" Both yelled

Both women cam at the same time. After completing their fill. The two collapsed onto the desk. They gave each other a soft kiss before passing out.

 _The next morning_

Both moan as they stood up. They snapped awake when they released they'd sleep at in the office room. They quickly got dressed and made a mad dash out. The clothing they currently wearing was hard to fit around thier busts and hips and a bit dirty, but they managed to pull it off. The two then dashed off home in a rush to get ready for work.

After getting ready, the arrived at the school to see their teams.

"What took you so long?" Issei asked.

"Just needed Rias' help with someone," Akeno answered with a smile.

"Yeah, something very important!" Rias added to what she said.

Issei gave them an awkward look before walking into school.

"Not a word!" Rias old in a threatening tone!

Akeno bowed in a fast pace. Rias smiled before the two made their way into the building.


	2. Chapter 2

_**After the success of the first chapter. Crazyg12 has requested me to make a second one!**_

 _ **BTW, I wanted to say something that may come off as a mistake to some. I know in the canon measurements. Akeno's bust in bigger than Rias', but here I'm making things different. It being a lemon, it shouldn't matter as much.**_

 _A few weeks later_

 _11:00 pm_

Rias was driving in the dark. She was wearing a pink cashmere that showed a lot of cleavage. She also had a yellow skirt on.

"Finally Friday," she sighed. "And and know just where to spend tonight!"

She soon reached and indoor hot spring. Rias stepped out and walked inside.

"Sorry," the man at the desk said. "We're about to close. You'll have to come back to-"

He paused when he saw it was Rias.

"Oh, Mis. Gremory!" He said with a chance in tone. "Forgive me! I didn't notice it was you!"

"It's okay," She smiled.

The man picked up a phone before saying, "Ms. Gremory has arrived and requires some relaxation!"

Despite about being ready to close up. Everyone at the hot spring popped up and got to work.

"Thank you, Einosuke." The teacher told.

"Anything for you, Ms. Gremory!" The man bowed.

"Please, just call me Rias!" She told.

She went to the changing room to see everything was prepared.

"Everything is ready, Ms!" A maid told.

"You're all to kind," Rias complemented.

After they left her alone, Rias began to undress. She started by pulling the cashmere over her head. After letting the skirt and panties fall. She unstrap her bra, making her breasts bounce. Rias stepped out of her shoes and socks. She hen let her skirt and panties fall down.

After wrapping a towel around her body. She went to the hot spring. The devil slowly entered the water. Her breasts floated on top of the water.

"After so much crazy work, it feels wonderful to be here," The devil sighed.

She laid in the warm water. Closing her eyes and letting her mind go.

Meanwhile, another car drove up to the hot spring. Our walked Akeno, who was in tight jeans and a black t-shirt.

She made her way in before saying, "Hello Einosuke."

"Oh, Miss. Himejima!" He said delighted. "You're here too!"

"Who else came?" She asked

"Ms. Gremory is in the back," He told.

"Great!" Akeno said happy. "You know what I'm going to ask."

"Right this way young lady," He guided.

Akeno entered a changing room. She pulled her shirt off before removing her bra. Akeno's massive breasts bounced from being freed. She then unbuttoned and unzipped her jeans. Her jeans and panties fell to the floor. After she stepped out of her shoes and socks. The Priestess of Thunder wrapped a towel around her body.

She entered the hot spring to see Rias.

"Hello," she called.

"Akeno!" Redhead smiled.

The hybrid sat in the warm water near her.

"How've you been?" Rias asked.

"Great!" Akeno answered. "What have you been up to?"

"Work, lots and lots of work," The devil sighed.

"Sorry about that," Akeno said.

"Don't worry about it," She told. "How about you?"

"I got some ice cream with Issei the other day," She told.

Rias' face got a bit serious. Akeno was able to get to Issei without her knowing.

"How was that?" She asked curiously.

"It was wonderful!" Brunette told filled with joy. "Him and I talking while eating ice cream! It was like we were on a date!"

That last word triggered redhead. Akeno was taking advantage and she wouldn't allow it.

"So you and Issei are closer now?" She asked.

"Yes, very!" She told.

"Funny, him and I are also pretty close," Rias told.

"I doubt your as close to him as I am!" Akeno bragged.

"As if he'd pick you when he had me!" Rias mocked.

Akeno stood up while glaring at her.

"What was that?!" Himejima demanded.

"I beat you in our little challenge a few weeks ago!" Rias reminded her. "I'm obviously better for him!"

"Oh, you wanna go a second round?!" Akeno asked.

"Sure, I'm game!" Rias answered.

"Then let's go!" Akeno yelled.

Wasting no time, the hybrid removed Rias' towel. Before she got on guard. Akeno started to sexual assault her. She grabbed her boob and squeezed it hard. This made the devil moan loud.

"It's a good thing we're alone tonight, so no one can hear you!" Pristet of thunder laughed evilly.

She aggressively attacked her breast. Moving it fast in a circular motion. She then pinched her nippled hard. After that, she pulled the nipple outwards.

"Like that, you whore!" Akeno mocked.

She answered by moaning. Brunette leaned down and sucked her other boob.

"Akeno!" Devil Princess cried.

She ignored her cry and continued to assault her. Akeno used her free hand to grab her womanhood.

"N-not that!" She told.

She rubbed her lower regions quickly. Akeno then used one finger to enter her vagina.

After squeezing and sucking for awhile. Milk shot out of her breasts. Akeno drank from one and let it pour out in the other boob.

Rias soon cam hard, but Akeno didn't stop. She kept abusing her breasts and pussy. She came over and over.

Ten minutes have passed, which made Rias lose a lot of energy. Akeno threw her out of the spring, onto the tiles. She got up and looked down at her fallen rival. Milk covered her breasts with cum all over her pussy. Her face had an exhausted expression.

"Who's the slut now?!" She mocked.

Akeno sat on her lap.

"Wake up!" The Ultimate Sadsit ordered before slapping her. "We're not done with this just yet!"

She grabbed her wet tits and fondled them. She then smacked them hard. Rias moaned like a whore.

"You love it you, dirty bitch!" She laughed.

To her surprise, Rias touched Akeno's dray boob. This made Akeno pause for a moment. She soon noticed the teacher smiling at her.

"I let you have enough fun," She told. "It's my turn to play with you!"

She pulled the towel off her, making her boobs prance around. Rias then pinned Akeno to the ground.

"Let's see how you like this!" The devil smiled evilly.

She grabbed the breast and pussy. Rias rubbed hard, making Akeno moan.

" _She was only acting?!"_ Akeno thought.

"Already falling submissive?!" She asked. "You're still the little slut from before!"

Rias mercilessly attacked her body. She used her pointer and middle finger to squeezed her nipple. Rias didn't even Akeno time to prepare to plugged two fingers into her womanhood.

"N-no!" Lightning girl yelped.

Rias ignored her continued her assault. She soon leaned down and sucked her other nipple. Akeno arched her back for Rias.

Not long later, milk poured out of her nipples. Akeno soon came after that.

"Already cumming and milking?!" She asked. "You're even sluttier than last time!"

Rias grabbed her by the hair and dragged Akeno across the tiles. She then threw her back into the water.

Before Akeno got back up, Rias got on top of her. She put then in a tribbing position. Redhead then rubbed their pussies together.

"You love this don't you!" She asked.

Rias grabbed her hair and yanked it back. She used her hair as leverage to get Akeno to submit to her.

"Yes!" Brunette cried. "I give up!"

"Who's body is better?! Mind or your's?!" The teacher demanded.

"Your's Ms, your's!" Akeno adimmited.

"That's a good girl," She grinned. "Now you get a reward!"

She kept rubbing her pussy against Akeno's. This forced pleasure felt amazing! Akeno wanted more and more of it!

Rias then placed her lips onto Akeno's. The fallen angel kissed back. Rias gave her boob a kiss before kissing down her body. The devil then licked her lower regions.

"Yes! Please don't stop!" She begged.

While licking, she fingerfucked her. Akeno bucked against her face, but that didn't stop Rias' lust. She continued to lick and fingerfuck her.

Before she reached her climax. Rias climbed up her body. She rubbed her larger breasts against Akeno's. She then rubbed their wet womanhoods together.

"RIAS!" Akeno screamed.

She then came, many times over and over again. Rias stood up and smiled down at her. Akeno floated on top of the water, unconscious. Milk and cum were over her breasts and vagina, which filled up the hot spring.

After draining out the hot spring. Rias picked Akeno up bridal style. She got the two dressed and carried her bridal style.

"We're heading out, goodnight!" She called.

After the employees wished her goodnight. Redhead placed Akeno in her car. Rias buckled both up before started the car. She then drove off with Akeno next to her.

"You're so fun to play with," She smiled before giving her a kiss.

She soon made it to her house. After carrying Akeno inside. Rias placed her on the guest bed. She then went up to her room and fell asleep.


End file.
